COMERICA INC — Remuneration Information 2021

Mar 16, 2021

DEFA14A 1 a21-8306_3defa14a.htm DEFA14A

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*SCHEDULE 14A INFORMATION*

*Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )*

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o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material under §240.14a-12
Comerica Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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MMMMMMMMMMMM + C 1234567890 000004 ENDORSEMENT_LINE__ SACKPACK_______ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Online Go to www.envisionreports.com/CMA or scan the QR code — login details are located in the shaded bar below. Comerica’s employee benefit plan votes submitted electronically must be received by 11:59 PM, Central Time, on April 25, 2021. Important Notice Regarding the Availability of Proxy Materials for the Comerica Incorporated Shareholder Meeting to be Held on April 27, 2021. Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report are available at: www.envisionreports.com/CMA Easy Online Access — View your proxy materials and vote. Step 1: Step 2: Step 3: Step 4: Step 5: Go to www.envisionreports.com/CMA. Click on Cast Your Vote or Request Materials. Follow the instructions on the screen to log in. Make your selections as instructed on each screen for your delivery preferences. Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before April 13, 2021 to facilitate timely delivery. + 2 N O T C O Y 03EBKB MMMMMMMMM Shareholder Meeting Notice1234 5678 9012 345

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The 2021 Annual Meeting of Shareholders of Comerica Incorporated will be held on Tuesday, April 27, 2021 at 9:30 a.m. CST virtually via the internet at www.meetingcenter.io/220952924. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — CMA2021. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. ELECTION OF DIRECTORS — The Board of Directors recommends a vote FOR all of the listed nominees. 1. Nominees: 01 – Michael E. Collins 02 – Roger A. Cregg 03 – T. Kevin DeNicola 04 – Curtis C. Farmer 05 – Jacqueline P. Kane 06 – Richard G. Lindner 07 – Barbara R. Smith 08 – Robert S. Taubman 09 – Reginald M. Turner, Jr. 10 – Nina G. Vaca 11 – Michael G. Van de Ven DIRECTOR PROPOSALS — The Board of Directors recommends a vote FOR Items 2, 3, 4 and 5. 2. 3. 4. 5. Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Approval of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan Approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. Internet – Go to www.envisionreports.com/CMA. Click Cast Your Vote or Request Materials. Phone – Call us free of charge at 1-866-641-4276. Email – Send an email to investorvote@computershare.com with “Proxy Materials Comerica Incorporated” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by April 13, 2021. — — — Shareholder Meeting Notice

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